


follow me when it's dark out, i will be your lighthouse

by kaleidobubble



Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Angst with a Happy Ending, Emotional Hurt/Comfort, F/M, Fluff, Fluff and Angst, Gwen stacy needs a hug, Miles Morales is best boy, Tooth-Rotting Fluff
Language: English
Status: Completed
Published: 2019-07-11
Updated: 2019-07-24
Packaged: 2020-06-26 12:57:56
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 9,602
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19768678
Author URL: https://archiveofourown.org/users/kaleidobubble/pseuds/kaleidobubble
Summary: A bitter pool of loneliness collects in her stomach and burns her from the inside out. And it hurts. It hurts so bad.If she stays like this, she fears the feeling is going to come up and swallow her whole, drag her down past the point of no return, and drown her. Again.Before she realizes what she's doing,  Gwen is dialing -BKLYN NY- into the device on her wrist, the pattern ingrained into her fingertips at this point, and smashes the go button.The familiar multi-chrome dots swirl around her, morphing into a portal, and she falls in.OrAfter a particularly bad day confronts Gwen with everything she's lost, Miles is there to remind her of everything she's gained.





	1. Chapter 1

**Author's Note:**

> So this takes place two years after ITSV where Gwen and Miles, who are 17 and 16 respectively, are now best friends with a mutual crush, and visit each other regularly via interdimensional travel watches like Gwen did at the end of the movie. Which they affectionately call a goober in honor of Peter B. Parker. This also takes a bit from the comics in that (spoiler?¿) the police wanna capture Spider-Woman because they think she murdered Peter Parker and her dad knows about her secret identity. I’m kinda new at this so feedback and constructive criticism would be very much appreciated. Enjoy!

Blaring alarms and terrified shrieks litter the crowd below as Gwen dives back into the burning building, enormous plumes of smoke erupting around her.

_Where is he? Where is he?_

Spider-woman had spent her afternoon pulling people from the top floors of an apartment complex that had caught fire.

Gwen was well aware of the risk she’d be taking with so many emergency personnel nearby, all of whom would be more than happy to apprehend and drag her down to the NYPD.

But so many lives were in danger. So many people who might not be reached in time, that she had to do something. So she settled for focusing on those on the top floors, swinging in and out and settling them down on the ground to safety one by one.

But just when she thought she’d done all she could, a woman with dark wavy curls and a Puerto Rican accent had caught her by the arm and begged her, with desperate, pleading eyes, to find her son. The woman told her that they had been on their way up to visit a friend when the building caught fire and that they had lost each other in the commotion. Her son was a cancer patient mostly confined to a wheelchair and thus wouldn’t likely have made it back down on his own.

There was something familiar about this woman that Gwen couldn’t quite put her finger on. But she pushed the matter to the back of her mind as she shot up a web and launched herself back into the building.

Pushing through the thick black clouds of smoke, Gwen dashed through the hallways. The fumes stung her eyes and tore at her throat. She could barely see a thing.

But she was going to find him. She had too.

“Hey! Anyone here?” She called again and again as she sprinted down hall after hall.

“Over… here” a weak voice finally croaked amist the smoke.

And there at the end of the hall was a boy, no older than sixteen, slumped in a wheelchair leaning sideways against a wall. One of the wheels was lying a couple of feet away.

Gwen rushed over to the boy, swiftly pulling him out of the broken chair, and hauling the both of them through the nearest window.

The boy gave a yelp as they descended towards the concrete below. When they’d finally reached the ground, both of them coughing profusely, Gwen released her hold on her web and was about to start scanning the crowd for the boy’s mother when her eyes settled on his face.

Gwen froze.

Staring back at her was a pair of big brown eyes. A very familiar pair of big brown eyes. 

The same eyes that had sparkled in surprise, embarrassment, and glee two weeks ago when she’d jumped up and given their owner his first kiss, both of them flushed bright pink, as she dove into a portal back to her own dimension. 

The same eyes she'd exchanged shy, smiling glances, accidental hand touches, and awkward giggles with the week after that. 

The same eyes she knew shined with spirited determination underneath the red and black mask that she'd spent her weekends fighting crime with over the last two years.

They were Miles’ eyes.

Throughout the time that they'd known each other, Gwen and Miles had wondered about the possibility of meetings their dimensions' versions of each other. But the chances were so low that neither one had given it much serious thought. Gwen certainly didn't expect to be rescuing an alternate version of the boy she raced across rooftops, from a burning building. 

But here he was right in front of her.

Gwen took in the rest of the boy’s appearance. Instead of the unruly mass of dark curls she was used to seeing atop Miles' head, his hair lay in thin little wisps, almost entirely gone in most places. His complexion was ashen and sickly, and his frame was unsettlingly thin, as if a sturdy gust of wind could snap him in two. 

At first glance, he was nothing at all like the Miles she regularly swung across the New York skyline with.

But his ears still stuck out a little bit, a few light freckles flecked across his cheeks and the bridge of his nose, and his eyes sparkled wide with amazement.

Yep, this was definitely Miles.

His name had barely passed her lips in a whisper when a desperate, strangled cry came barreling through the crowd shouting his name.

Gwen finally snapped back to her senses and stepped back as Mrs. Morales gathered her son in her arms.

“Miles! O mijo, me asustaste. Ay Dios mio, estas herido?” She exclaimed with tears of relief streaming down her cheeks.

“No mamí, I think I’m okay,” Miles said, doing his best to hug her back. “Esta bien. Thanks to her.” He gestures to Spider-Woman with a smile.

“Oh thank you! Thank you so much!” Mrs. Morales said, reaching for Gwen's hand.

“Anytime, Mrs. Mor- uh ma'am.” she stuttered catching herself a second too late and hoping the older woman wouldn’t notice.

Thankfully, she didn’t. Instead, she gave Gwen a warm smile. “We need to get over to the EMT, but is there a number or something I could contact you with? We’d love to have you over for dinner, it’s the least we could do.”

Gwen's heart warmed. It sounded like something the Mrs. Morales she knew would say.

Last year, when Miles first introduced Gwen to his parents as a friend he’d met from school (which was technically true), Mrs. Morales immediately welcomed her with open arms, delighted that her son had made a new friend, and then proceeded to invite Gwen over for one of the best home-cooked meals she’d had ever had.

And now, dinner with the Morales-Davis family had become somewhat of a weekend routine for her. Around Mrs. Morales, Gwen could almost remember what it felt like to have a mother.

It seemed no matter the dimension, Rio Morales was a beaming light of warmth, kindness, and compassion. Some things, it seemed, just didn’t change.

The offer was tempting, but then Gwen caught sight of the boy in front of her who looked so much like and yet so unlike her best friend. She wasn’t sure how he’d feel about a masked stranger intruding in his house.

“I-uh I’d love to but I don’t know if Miles-“

“Dude, are you kidding, you saved my life!” the boy exclaimed. “‘Course it’s cool with me. More than cool. It’d be awesome!” 

“Plus, I’d get a chance to properly thank my hero,” he added with a chuckle and a semi-jokingly flirtatious wink.

Gwen couldn’t help but laugh and he laughed along with her.

“Well, it’s settled then” Mrs. Morales beamed. "I’ll call you tomorrow after work?”

“Sounds great, thank you,” Gwen said.

“No dear, thank you.” Mrs. Morales replied.

“Guess I’ll see you tomorrow?” Gwen smiled turning to Miles.

“See ya.” he nodded with a smile of his own.

With that, Gwen rattled of her cell number to Mrs. Morales and shot a web into the air zipping out of sight.

But she made sure to linger just a bit longer at the top of a nearby building to make sure the two got to the paramedics alright.

\---

The next day, Gwen showed up to the address Mrs. Morales had texted her, fully dressed in her mask and suit. 

She had told her dad not to wait for her because she’d be spending the evening with MJ and the girls but she suspected he knew otherwise.

Mrs. Morales opened the door to let Gwen inside and Miles, now in a brand new wheelchair, waved from the table. 

That evening Gwen had dinner with them and got to know this version of the Morales family.

She'd learned that Miles had stage three spinal cancer which left him without much energy to get around by himself. 

She learned that he loved art and typography and that he dreamed of being the best graphic designer in Brooklyn.

“Since I can’t get around much, art is kinda like my escape y’know? It’s how I speak up for myself since I can’t stand on a rooftop and scream it” he had told her.

He’d even shown her a few of his designs, all chaotic and lively colors with bold graffiti letters that burst with life and exuberance, not unlike the ones her own Miles had shown her. 

There was one drawing of his however, that shook Gwen to her core. It was in a wooden frame placed lovingly at the center of the living room table. She’d seen this one before.

It too used bright, eye-catching colors but it had a much softer tone. It wasn’t jumbled and chaotic. It was quite simple. A deep green and blue background with orange 3D lettering and a portrait of a man in the middle.

It was nearly an exact replica of the mural her Miles had made in memory of his uncle. Only, when she looked closer, Gwen realized this one had the initials J and D on either side of the man’s portrait. He had short black hair and a thin mustache. His large circular sunglasses were down on his nose and a good-natured smile outlined his features.

Miles’ dad.

Underneath the portrait, scrawled in purple pen read “Jeff Davis, husband, father, brother, hero. Rest in Power.”

“He died two years ago in a shootout” Miles explained solemnly. “Saved my uncle's life. He was a hero. Kinda like you.”

——

That was three days ago. 

Now, it’s mid-afternoon and Gwen is sitting on her bedroom floor with her arms wrapped around knees and a painfully familiar, dull, bitter ache in her chest.

Two days after her evening with the Moraleses, Gwen had received another phone call from Mrs. Morales, this time, to tell her that Miles had died. 

It had all happened so fast. He had come down with an agonizing headache and was rushed to the hospital. There the doctors confirmed that the cancer had spread to his lungs and brain. 

It took his life the next morning.

Rio asked Gwen to come to the funeral knowing Miles would’ve wanted her too. 

So Gwen agreed. 

She hung in the back, dressed in a long black coat over her suit, and kept her head down hoping not to draw attention to herself. She figured if Spider-Woman strolled in dressed in full gear, people would begin to notice. And that was the last thing she wanted when this day was supposed to be about Miles. She was just here to pay her respects to her friend like everyone else. It was only after everyone else had left that Gwen took her mask from her pocket, put it on, and approached Mrs. Morales. 

It must have been an odd sight, a masked superhero in a trench coat, but the older woman didn’t seem to notice. She merely pulled Gwen into a hug and thanked her for the few extra days she’d given her with her son.

But it had all been too much for Gwen. After bidding Mrs. Morales goodbye, she’d rushed home, her head pounding and the ground slightly swooping beneath her feet. 

Gwen's mind spun violently with thoughts of the last time she’d bid a friend goodbye forever. 

The memories of that awful, awful day pummeling her like falling boulders. Aunt May’s heartbroken cries, Uncle Ben’s haunted expression, and the faraway look on Harry's face when he gazed at his friend's body in the coffin as if he just couldn’t will himself to believe it. 

And her most vivid memory was the indescribable guilt that wracked Gwen's entire being knowing that she was the one who caused all of this grief. All of those faces. 

And today, she’d seen them again. Aunt May’s pain reflected in Mrs. Morales’ eyes and the stunned disbelieving silence of the man Gwen had recognized as Miles’s uncle. There it was all over again.

And though she hasn’t caused it this time, there was something else that scared Gwen in a way she couldn’t explain. The fact that the boy lying in that coffin was her best friend. 

Well, he wasn’t technically, but _he was_. 

No, he wasn’t Spider-Man. They hadn’t saved the multiverse together. But he was still Miles. 

He had that same easygoing smile and eye-roll worthy, but endearingly cheesy and smart sense of humor. The same talent and passion for his art. And that beautiful, contagious spark in him, that lit up the room around him and never went out.

In the short time that she’d known this boy, Gwen had been able to connect with him so quickly because she already knew him. 

Seeing him like that, with his big brown eyes permanently closed, and that spark flickered out forever felt like a warning. Like a reminder that everything she touched, everyone she’d ever let herself care about, was ripped away. 

Peter had only been the beginning. After that, it was her dad, with whom she was still barely on speaking terms.

And now this.

Next, Gwen feared, would be Miles. Her Miles. Her best friend for the past two years. The one she spent almost every weekend with. The one that despite her absolute best efforts, had weasled his way past her all of her apprehensions and doubts and straight into her heart. The one who’d been able to break down a few of her walls and get her to consider opening her heart to friends again. The one who knew, cared for, and accepted her more than anyone else in the multiverse.

And losing him...

Gwen can’t do it. She can't. 

The walls around her seem to be expanding farther and farther apart and she feels as though she's falling. Down down down into a dark, endless chasm all alone. 

Gwen is all by herself in the apartment. Her dad is out on duty and she's just so alone. 

A bitter pool of loneliness collects in her stomach and burns her from the inside out and it hurts. It hurts so bad.

If she stays like this, she fears this feeling will come up and swallow her whole, drag her down past the point of no return, and drown her. Again.

So before she realizes what she’s doing, Gwen is dialing -BKLYN NY d-1610- into the device on her wrist, the pattern ingrained into her fingers tips at this point, and smashes the go button.

The familiar multi-chrome dots swirl around her, morphing into a portal, and she falls in. 

**Notes for the Chapter:**

> Thought ya came here for a face full of fluff didn't cha? Mwahaha. Don't worry, the fluff will be along shortly. Our girl is gonna be ok. Title is from Lighthouse by Hearts & Colors. Again, feedback and constructive criticism would be very much appreciated. Thanks!


	2. Chapter 2

The first thing Gwen notices when the world materializes around her, is that because she hadn’t entered location specific coordinates, she's landed in the exact spot she had last time. 

On the roof of Miles' apartment building. 

Consequently, the next thing she notices is the pitch black sky above her head and the fact that she's getting very wet.

A deluge of water pours down onto her head, dousing her from head to toe. The frigid air nips at her skin through the material of her suit as thunder rumbles in the distance. Gwen glances at her watch which reads 12:36 AM.

Crap. She'd forgotten about the time difference. 

Miles is probably asleep. What had she been thinking? Even if it had been mid-day she couldn't just barge into his dimension totally unannounced. In her spider suit no less. What if his parents saw her? The possibility of seeing Miles is drifting farther and farther away.

Gwen groans in frustration, her irritation with herself clawing its way up her throat.This was such an idiotic idea. Why was she here? What was she expecting to happen when he saw her? Her inability to keep her emotions in check shouldn’t be his problem. She can't just dump it all on him every time something happened. In fact, it would probably freak him out. She saw him dead! She should be able to manage this on her own. She should know better. God, why is she so needy? The guilt builds inside her, eating away at her heart. She's a horrible friend.

With a tired, defeated sigh, Gwen swings down the side of the building and splashes into an alleyway where no passersby would catch a glimpse of Spider-Woman jumping into another dimension.

Dialing her own dimension into the goober, Gwen prepares to jump back into the portal and go home. 

Except, there is no portal. Instead, the device blinks twice, flashing an error message and then it's dead. 

Oh no. Nononono. Of all the times she could have forgotten to charge her goober, it had to be now. She'd used her last jump to get here. In her deluded state of emotional havoc, she must not have noticed the jump counter ticking down in the corner of the screen.

Well, it could've been worse. At least she isn't in life-threatening danger. But still. How is she supposed to get home now? There are only three existing chargers for this thing.One is sitting under her bed, one is somewhere off in another dimension with Miguel O'Hara, the guy who'd given her the stupid thing, and one is with Miles. In his room. Just two stories above her.

But how the heck is she supposed to explain herself? Just waltz in, wake him up, and say "Hey, sorry, I went crazy for a split second because I went to your funeral earlier today and I came here to see you because I was feeling lonely, but then I chickened out and tried to go home, but I stupidly forgot to charge my goober and now I need to borrow yours"?

Even in her head, it sounds crazy. 

Gwen slumps to the ground against the brick wall and buries her head in her hands. This is such a mess. "Okay," she thinks. Today is Saturday night. Which means tomorrow will be Sunday. And that’s when she and Miles had agreed to meet up anyway. All she has to do is stick it out till sunrise and then pretend she’d just gotten here. Then she can charge her goober while she hangs out with Miles. 

Just then, a flash of lightning rips across the sky above her and a clap of thunder follows. The rain comes down even harder. 

A violent shiver shoots through Gwen’s body and she hugs her arms tightly around herself, drawing her knees up to her chest. She contemplates getting up and looking for a dryer place to spend the night but figures she’s not exactly in the proper condition to be getting lost in the dark in an unfamiliar city. Better to at least stay in a place she knows where she is and no one was going to find a girl in a spider suit passed out on the street.

But her suit is miserably soaked, her teeth won’t stop chattering, and with every shiver, her bones feel as though they’re clattering painfully against each other.

It’s going to be a long night.

But she’d brought this upon herself.

—-

Miles jolts up with a start.

Glancing around the room nothing seems to be out of the ordinary. Lightning flashes across his window and he realizes a thunderstorm has started. 

Maybe that’s what woke him up. But Miles isn’t quite convinced.

The familiar hum of his spider-sense persists in the back of his head buzzing his senses awake. It’s subtle, not blaring to get his attention, but it is there. Something isn’t right. 

Miles quickly jumps out of bed and slips into his suit.

The hum in the back of his head wills him to go outside so he does. He crawls out of his bedroom window and scales the building until he’s on the roof.

He doesn’t see much at first. It’s pitch black save for a few distant street and car lights, and the rain isn’t helping. But then he peers over the side to see a hooded, black and white-clad figure huddled against the wall.

Gwen.

Miles’ heart skips in his chest. Gwen was here! But why now? Did she need help? Was she hurt? It didn’t seem like it. His spidey-senses would be screaming at him if she was.

He sticks a web to a nearby railing and jumps down, stopping upside down just a couple feet above her. 

She hasn’t noticed him yet. Something really must be wrong. Her spider-senses were usually twice as sharp as his. Normally, she could sense things long before they happened.

Miles reaches down and peeks under her hood. “Hey, Gwanda.”

Gwen lifts her head and the eyes of her mask lock on his, widening in shock as if she wasn’t expecting to see him. Is he not supposed to know she's here? Is she here for something else? Someone else?

“Miles?” she mumbles. Her voice is barely above a whisper.

"Yeah?" He jumps to the ground and squats next to her. Geez, her suit is completely drenched. How long had she been out here?

“What brings you here?” he asks, trying to sound lighthearted despite the uneasiness seeping into his voice. 

She turns her head away from him and doesn’t answer.

“Gwen, what’s wrong?" Miles tries again, his worry now spilling over. "Are you here on a mission? What happened?”

She shakes her head. Even under her mask, she looks so sad.

“I...um- I’m sorry, I..” she shivers, and he notices Gwen clench her jaw to keep her teeth from chattering.

Miles feels his heart drop to his stomach. Not good. Really not good. 

“Hey, hey it’s okay. Let’s get you inside first and then we can figure this out, come on.” Miles stands up and reaches his hand out to her. 

For a moment she stares at it hesitantly. The eyes of her mask narrow and she looks like she’s fighting with herself. Why? He doesn’t know. But his best-friend-and-possibly-more is freezing to death in the rain, possibly contracting hypothermia, and it's scaring him. 

“Please?” he begs, not bothering to sound any less scared or desperate than he feels.

“...okay” she finally says, her voice much too small. She grasps his hand and lets him help her stand. 

____

Gwen follows Miles up the side of the building and in through his bedroom window. 

He calls something over his shoulder about his parents being gone. His mom working the night shift at the hospital and his dad working late on a case.

Once they’re both inside, Miles flicks the light switch on while Gwen closes the window behind her, shutting out the icy gusts of wind.

But then she freezes there as still as if she‘d turned to stone. She’s at a loss for anything to say or do. Even if by some miracle she knew what to say, her tongue suddenly feels glued to the bottom of her mouth. 

Though Gwen is grateful to be out of the storm, a part of her hates that Miles found her. 

She’d followed him because what choice did she have? Every bone in her body was growing more frigid by the second, shivering and screaming for her to find some semblance of warmth. 

And the broken tone of Miles’s voice when he’d asked her to come inside pulled at her heart in a way that physically pained her to refuse. The last thing she could ever do was hurt Miles. 

And then, there was a part of her that seemed to trust him on an instinctual level. Because of all the time they'd spent fighting crime together as a team, relying on one another, and having each other's backs, his presence always meant safety and comfort which were two things that despite herself, she was in desperate need of. And it naturally pulled her towards him, willing, almost begging her to go with him.

But now that she was here, she had no idea what to do. There was no way out of this. 

If she’d gone with her original plan and been able to get through the night undetected, things still could have returned to normal. She could've held onto her pride and no one would ever have to know what a pitiful wreck she was. But now she was stuck. She had no plan. Nowhere to go. She could never lie to Miles. But she couldn’t tell him why she was huddled in the rain outside his apartment building in the middle of the night either.

How could she have been stupid enough to land herself into a situation like this? A flush of boiling hot embarrassment rushes to her face and her cheeks feel as though they’re burning and freezing at the same time. Gut-wrenching dread seizes her stomach and a flood of panic begins to wash over her senses. Her thoughts swim all at once, incoherently in her head. It’s dizzying and her breath begins to feel even shakier. Her head is pounding again, her vision is blurring- 

“Gwen? Woah, hey it’s okay, breathe. You’re okay. Gwendolyn, please look at me.” a voice says. It’s patient and comforting.

A strong, steady pair of hands grasp her shoulders and gently tilt up her chin. 

She sees Miles’ face. His eyes bore into hers through her mask, shining with earnest worry and ill masked terror, but also a compassionate warmth that makes her forget, if only for a second, that anything’s actually wrong at all.   
“You’re safe,” he says softly. “Nothing bad’s gonna happen to you, I promise.” He sounds as though he’s pleading with her to believe him.

Her thoughts stand still.

Then another jarring shiver shoots down Gwen’s spine and she shudders in his hands. Her arms instinctively wrap back around herself like a vice.

“Hold on, I’ll be right back. Don’t move.” Miles says looking her straight in the eye before dashing from the room.

He returns a moment later with a big, fluffy towel slung over his arm and a second one in his hands which he wraps around her shoulders.  
Gwen clutches the towel tightly and the heat immediately begins to seep back into her body. She shudders again but this time in relief and her eyes flutter closed as she relishes in the warmth.

Miles relaxes a bit at the small change in her demeanor. 

“Here,” he says reaching up to push back her hood and lift her soggy, cold mask off of her face.  
A rush of warm air blankets her face and neck and Gwen’s almost able to smile.

Miles gives her a few moments to relish in the warmth and takes the opportunity to wrap his own towel around himself.

It’s only once she can actually feel herself relaxing again that he speaks.

“Better?” He asks gently.

Gwen nods.

“So..., you think you can tell me about why you were freezing to death in a storm outside my house in the middle of the night?”  
There’s no accusation or suspicion in his tone. Just genuine concern and curiosity.

But before she even has the chance to think about what to say, Miles shakes his head and adds quickly, “Actually, it’s okay. You don’t have to talk about it if you don’t want to. I understand. Whatever you need, just let me know.” 

Gwen is floored. He’s handing her a get-out-of-jail-free card. She could just ask to borrow his watch and have him zap her home.

But no. He’s been so good to her. And she knows that even though he’s willing to make the sacrifice for her benefit, he’s dying to know what's wrong. And though he’ll do his best not to show it, it’ll haunt him for a while. He deserves to know. No matter how it affected them.

So Gwen draws in a shaky breath, pulling the towel tighter around her shoulders, and begins. 

“Three days ago, I met you in my dimension.”

Miles’ eyebrows shoot up in surprise, but he says nothing, willing her to continue.

“I saved him from a burning building and his-er your, uh.. his mom invited me to have dinner with them. And so I did. I got to know him and Miles, he was so much like you. He was you. Everything that makes you, _you_ , he was like that too. It was insane but incredible. But then, a day later, he died. He had cancer. Yesterday was his funeral.” 

Gwen pauses and dares to look up at Miles. His face, for once, is unreadable. But she takes another breath, fighting to keep her voice steady despite the lump in her throat and tears pricking the corners of her eyes, and continues. 

“And while I was there, all I could think about was how much it reminded me of Peter. And reminded me of- of everything. Seeing the pain on everyone’s faces, it reminded me why it was so hard to let people in. Because everywhere I go, everyone I care about gets hurt. And then everyone around them gets hurt and it’s all my fault and I-I can’t do it anymore! I can’t keep hurting people.” 

Her cheeks are wet now and her throat is painfully tight, but she can’t stop.

“And then, I started thinking about you, a-and how one day, you’re gonna get hurt or leave and it’ll be my fault. But I c-can’t lose you, Miles. I don’t want to be alone. Y-you showed me that. I d-don’t wanna be alone anymore because having you in my life has been the best th-thing that’s happened to me in so long.”

Her sharp, trembling breaths scrape against her throat. The towel’s fabric is balled up in her fists, her knuckles are turning whiter with every word.

“ I saw you dead. A-and it scared the crap out of me because I c-can’t miss you every single freakin day like I do Peter. Even though that’s so selfish ‘cause if you stay with me, one day I’m gonna let you down, and y-you’re gonna disappear… and I shouldn’t even be here. I should be able to handle this. I should be dealing w-with my own stupid problems and I can’t even do that right. I’m s-sorry.”

Gwen knows she’s rambling now. Somewhere in the back of her mind, she knows she isn’t making any sense. That she sounds insane. But the dam has broken and the weight of it all, all the pain, guilt, grief, and loneliness she’s been carrying on her shoulders since the day Peter Parker died comes crumbling down. 

She’s choking on her sobs now and couldn’t get another word out if she tried. Not that it matters. She has nothing left to say for herself. 

Gwen is shaking again as her sobs wrack her body worse than the cold. She can feel the ugly, painful expression her face has contorted into and the front of her towel is wet with the tears that have been pouring down her face.

She regrets taking off her mask. She can’t bear to look up at Miles. He must want nothing to do with such a trainwreck. And she wouldn't blame him considering the utter, unpromted disaster she's just spilled into his lap. _What is wrong with her?_

This was why she was never supposed to do friends. She didn't need to lose them to a giant lizard monster or even themselves. No, she messed these things up all on her own. It's her fault. She's the problem. And now he’s probably trying to figure out the fastest, kindest way to kick a crazy person out of one’s home and back into their dimension. She expects him to, as politely as possible because he's still Miles, ask her to leave.

Instead, his arms grab her into a tight hug. It's a desperate, almost angry sort of hug. He’s crushing her against him, clutching onto her like a lifeline he's afraid will slip right through his fingers. 

Stunned, Gwen stands still, as if this is a dream she’s afraid to wake from.

Then she feels Miles’ fingers run through her dripping hair, his hand cradling her head against his chest as her sobs slowly begin to lighten into soft, hiccupy breaths.

Then she hears him murmuring in her ear, his own voice cracking slightly.

“Gwen, this isn’t your fault. None of it is. You risk everything to help people every single day and your city is so lucky to have you. Sometimes bad things happen even when you’re doing the right thing. But you don’t have to face it alone anymore. It’s okay to need people sometimes. And it’s okay to be lonely or sad or scared and it’s okay to ask for help. Especially from me.”

Miles pulls back a bit to look into her glistening blue eyes and cups her face in his hands, drying her cheeks with the pads of his thumbs.

“I'm not going anywhere, I promise. You’re my best friend and the best partner I could ask for. I love you and I'm always gonna be here for you. Even when it gets hard and things go wrong. We'll face it together and take care of each other. Just like we always do.”

A couple of tears have made their way down his own cheeks and Gwen reaches up with a quiet laugh to brush them away.

“Yeah,” she says with a watery smile. The first time she’s been able to smile tonight. “Yeah, just like we always do.”

She wraps her arms around him and buries her face into his shoulder. Their towels are soaked through and the cold is beginning to return but neither of them care. Miles' arms encircle Gwen once more and he tucks her head protectively under his chin. And for a while, they stay that way, holding each other until their heartbeats have slowed and their breathing has settled down.

“Hey Miles?” Gwen says, still buried in the towel.

“Yeah?” he whispers into her hair.

“Thank you.” She lifts her head to look at him once more. “And I love you too.”

Gwen pressed her lips together in a smile to stifle a giggle, as Miles’ face flushes a deep shade of pink and a bashful smile lights up his features. He hadn’t even realized what he’d said. But she knows that he meant every word.

Without a word spoken about it, it's a mutual understanding between the both of them that though they do care for each other in that way, they still have much to learn and a long way to go in that regard. 

In the meantime, theirs is a love that means unwavering belief in each other, always having each other's backs, being there to hold the others' hand when things get tough, and protecting and supporting one another no matter what’s thrown their way. A love built on friendship, trust, and understanding.

But there’s still something about saying it out loud that feels significant and special. 

“Anytime.” Miles smiles warmly. “Now let’s get you into some dry clothes.”

**Notes for the Chapter:**

> I'm sorryyyy. But i promise these kiddos are done suffering for now. Next chapter will be pretty much all fluff.


	3. Chapter 3

**Notes for the Chapter:**

> Aksksjs, I'm berry berry sorry for how long this took. This was way harder to write than I thought it would be. Anyway, i hope you enjoy! Its basically just the fluffy payoff with a little *ahem* (a lot) of Miles' reflection/introspection.

“I’m a mess.” Gwen stares in horror at the reflection looking back at her in the bathroom mirror. 

Her eyes are red and puffy. Her face is swollen and locks of hair are sticking up at weird angles and stuck to her face and neck. 

But Miles merely gives her hand a reassuring squeeze. “Eh. You still look better than Ganke that one time you dared him to eat four whole packets of hot sauce.” he jokes stealing a shy glance at her from the corner of his eye.

The image of Miles' poor, unsuspecting roomate, flushed bright red with tears swimming in his eyes and sweat streaming down the sides of his face, his glasses foggy as he gulped water between fits of strangled coughing resurfaces in Gwen's memory. The three of them couldn't stop laughing for a solid five minutes after the whole shebacle

She chuckles at the memory and shoots Miles a good-natured smirk as he disappears into the hallway, returning a few moments later with a handful of clothes that he sets on the sink counter. 

“Hope you don’t mind,” he says nervously, scratching the back of his neck. “I don’t really have anything…”

“Miles, this’ll work fine. Thanks.” she says flashing him a grateful smile.

After making sure Gwen has everything she needs, Miles leaves shutting the door behind him.

Gwen peels herself out of the the clingy, wet suit and steps into the shower.

Turning the handle almost all the way up, hot water jets out of the shower head and across her skin. Almost immediately, it draws the cold from her bones and a sigh of relief passes her lips. She feels the tension melt away from the sore, tired muscles underneath her skin and her shoulders loosen as the stress and exhaustion from the day’s events evaporate into the steam. The last of her worries for the moment washing away and swirling down the drain.

By the time Gwen is standing back in front of the mirror, gingerly running a comb through her hair, she’s beginning to feel like herself again.

After hanging her suit over the bathtub to dry, Gwen shrugs into the clothes Miles had left for her: a pair of basketball shorts he doesn’t fit into anymore thanks to his spider bite induced growth spurt, and a customized hoodie she figures he designed himself. 

It’s a deep violet color with the words _It’s a leap of faith_ splayed across the front in white graffiti letters and bursts of neon pink and blue making up the New York skyline.

A pleasant burst of warmth spreads through Gwen's chest and she smiles fondly in the mirror.

And it crosses her mind, not for the first time, just how incredibly lucky she is to have this boy in her life.

_____

Meanwhile, Miles sets a couple of steaming mugs of hot chocolate on the coffee table, tosses a few extra pillows onto the couch and spreads out a blanket. Pulling the table closer, he opens up his laptop and begins scrolling through Webflix.

After Gwen had explained her goober situation, they’d popped hers into his charger to recharge overnight and decided to binge watch tv in the living room after Gwen had a chance to clean up.

As he scrolls through the Recently Added list, Miles replays the events of the last hour in his head. It had been quite an emotionally taxing rollercoaster of an evening for him too. 

When he’d first found Gwen huddled outside, freezing by herself in the storm, his heart had plummeted into his stomach worrying that she was hurt or sick or in danger. When that became less of an impending threat, he worried about how she’d landed in a situation like this and why in the world she hadn’t come straight to him.

Then, once they were inside, she’d suddenly looked so terror stricken and helpless. It was as if he’d turned and pointed a gun at her head. She was downright petrified. Her frame so rigid and tense her whole body shook, her breaths stuttered and erratic, and the pink eyes of her mask wider than he’d ever seen them. She looked as though she were about to faint of sheer panic right then and there on his bedroom floor.

It both broke his heart and terrified him.

But he'd immediately pushed his own feelings aside to focus his attention back on her.

He wondered and worried about what could possibly have had Gwen so unlike herself. So anxious and distraught. 

And whatever it was, he’d wanted more than anything in that moment to make it go away. To do everything in his power to make it okay. To bring back her bright, beautiful, gap-toothed smile. Even if it meant never knowing what had happened. Whatever she needed. To keep her safe and happy, Miles thought he was ready to do just about anything. Complete any task, defeat any monster, face any threat that dared to cross someone he held so dear. As long as it meant she’d be okay.

But when she’d finally opened up to him about everything that had led her up to that moment, Miles felt his heart shatter into a million pieces and a vast, gaping hole was left where he’d expected to find a solution. 

Just to see her smile again, he’d been willing to take down any adversary. But what was he supposed to do when that overarching foe, the one that cast such a downcast, gloomy shadow over her brilliant, quick-witted spirit, was herself?

It wasn’t often that Gwen ever cried at all. She was by far one of the toughest people he knew. So seeing his best friend, normally so calm, confident, and collected so utterly heartbroken and despondent had ripped him to shreds inside. She had looked like a wilted flower with no strength left to hold up her head.

Miles had only ever seen her anything like this once before.

A year ago, when she’d told him what really happened to her Peter Parker. 

They had been swinging through the city on a Saturday afternoon when a nearby billboard advertising a concert being held that night reminded Gwen of the day’s date. Then, without explanation, she’d turned and zipped quickly in the opposite direction. 

Within minutes, Miles had found her on top of an apartment building with her knees drawn up to her chest and a forlorn look on her face.

At first, he said nothing and approached her slowly, cautiously as if she were a bird he didn’t want to scare away. When she didn’t immediately snap at him to leave her alone, he sat down next to her trying to follow her gaze to the spot it was so intently locked on faraway on the horizon.

“Do you wanna talk about it?” he’d asked not entirely sure what “it” was.

For a long while, she said nothing. Long enough for Miles to wonder whether she’d heard him at all. But then, in a voice so small he’d barely heard it above the New York traffic under their feet, she mumbled, “He said he wanted to be like me.” 

She then slowly, painfully recounted to him what had happened exactly three years ago to the day. She told him about the homecoming dance. And the giant lizard. The fight in the school gym. The scales. So many scales. The chemicals slowly eating away at its body. Peter's body growing colder and colder in her arms. His last words. And the police team headed by her own father chasing her halfway across the city afterward.

Somewhere along the way, tears had begun making their way down her cheeks until they were dripping from her chin and falling twenty stories down onto the pavement. Miles had never seen her looking so lost, so empty, and uncomfortable in her own skin.

At first, it had been a little awkward. Miles wasn't quite sure what to say, but he’d given her his utmost attention, understanding, and a hug, and it seemed to be enough.

By the end, her tears had dried and she leaned into him as they sat in silence watching the sunset over the New York skyline. Maybe it was because a part of her already knew, in some way that neither of them quite knew how to express yet, that he understood better than anyone. 

And later, when the sky was pitch black and streetlights glittered below, and they'd realized she should probably be getting home, she’d given him a tired but sincere smile, loosely wrapping an arm around his neck in a hug goodbye. “Thanks.” she’d said simply before stepping into her portal.

That was the day she’d trusted him enough to relate her most painful memory. It was the most vulnerable he'd ever seen her.

But now, Miles realizes that she’d still been putting on a brave face. Swallowing her pain so that he wouldn’t see how tight a hold it still had on her. 

Today it had all come to a head. And this time, Miles saw just how deeply and painfully the scars of that night ran through his best friend. How they still weighed so heavily on her heart and warped her self image into something so horrendously far from the truth. To the point where she feared that because of her, history would repeat itself and they were doomed to share the same fate. 

And to hear her saying those awful things about herself, to know just how badly she was hurting, how much she blamed herself for things that were in no way her fault, made everything inside him ache with an overwhelming onslaught of emotions.

Bewilderment, horror, anger, sorrow, empathy, and love coursed through him like a flash flood. And before he could think the better of it, it all came rushing out. Everything he felt about her and all that she meant to him. He’d spilled it all on to the floor in a desperate attempt to ease the unimaginable load of pain she was in and just maybe, help her to see that she wasn’t nearly as alone as she’d thought. 

And by some miracle, it’d worked.

By some miracle, her arms were squeezing tight around his shoulders, her head was tucked safely under his chin, and their heartbeats were slowly beginning to soften like a little child tentatively climbing down the stairs.

And suddenly, things felt like they were on their way to being okay.

And Miles’ heart had just managed to stop hammering against his ribs like it wanted to burst right through his chest when she’d said it. Those three little words she’d echoed back to him. He knew what she meant. Of course he did. Because that’s what he’d meant when he said them first.

But hearing her say them had brushed aside any sense of calm in his system. His pulse had kicked back into high gear and his head began to buzz, but this time with a much more pleasant sensation. A familiar, weightless flutter spreading through his entire body from the top of his head to the tips of his fingers and down into his stomach. It was almost like the thrill of swinging through skyscrapers only instead launching off of built up momentum, he was constantly, effortlessly up in the air. It felt like flying. It was terribly cheesy and cliche, he knew. 

But that’s what he felt two weeks ago when, in the middle of their routine post-crime-busting-stargazing-rooftop-cheeseburger-picnic, Gwen had nudged his arm, looked him calmly and kindly in the eye, and told him that at some point over the last couple years, he’d taken up a little more space in her heart than she'd realized.

It’s how he felt when he did his best to match her cool and play it off as if this were a mildly interesting piece of news to him rather than the earth shattering revelation that it was. Which of course, she’d seen right through because it was him, and couldn’t help but laugh at his feeble attempt to look like he had it all together.

It was definitely how he was feeling when she’d interrupted his stuttering, pink faced, barely coherent mess of a response by dropping a hand onto his shoulder and saying “Hey,” (that shut him up), and then stood on her toes to plant a quick little peck on his lips before opening up her portal with a “See ya next week, Spider-man”, waving a two fingered salute as she jumped in, leaving him with a gigantic, goofy grin and a soaring heart as he made his way home, swinging himself much higher up than he probably ought too.

And it was how he felt in that moment, with their arms wrapped around each other under a layer of cold towels and their faces streaked with brushed away tears, as she told him she loved him.

But for all of the wonderfully exhilarating, heart fluttering, head spinning, adrenaline rushing, euphoria it brought, this newly opened door was also pretty nerve wracking. In the far, irrational, corners of his mind, Miles worried about messing it up, saying or doing something wrong, and losing Gwen forever. 

And though she hid it better, Gwen admitted to him the week after their first kiss, that she was scared too. This was new terrain for the both of them but they were tackling it together and trusting each other to help them get through it. It was just how they handled things. Together.

Miles is still mulling over all of this in his head when Gwen walks in through the doorway. 

“Hey, you picked something yet?” she asks glancing down at his laptop.

Miles looks up and opens his mouth to reply, but his response catches in his throat and stops short because _man, she looks cute_. His hoodie is just a little big on her. The hem hangs slightly past her fingertips and the sleeves sort of swallow up her hands. Not enough to drown her in it but she does look significantly less menacing than usual. Her cheeks and nose are glowing a healthy shade of pink which allows him to breathe a sigh of relief, and a couple locks of honey blonde hair are falling in front of her eyes. 

“Oh, uhh.. no, I couldn’t find anything. Thought we could pick together.” he says, handing her a mug of hot chocolate. Extra marshmallows and a dash of chilli powder. A combination he'd introduced to her last winter which had quickly become her favorite.

Gwen shrugs and easily plunks down on the couch next to him, pulling his computer into her lap. Miles reads over her shoulder as she scrolls through the list and they begin considering their options. Any residual tension between them dissipates as they they roll back into this familiar rhythm.

Gwen scrolls for a bit longer before settling on something. “What about this?” 

Miles peers at the screen. _San Francisco 77._ It looks like a sitcom set in a police department precinct. It seems like it could be interesting. It might even be funny to get his dad's reaction to the show later.

“Sure,” Miles says, spreading the blanket over the both of them. 

Gwen shifts the laptop so that half of it is sitting on her leg and half of it is on his. 

Their legs brush against each other under the blanket and Miles is suddenly very aware of how close they are. Their arms are squished against each other, taking up space, and uncomfortably pushing them away from each other and the screen. He wonders if maybe he should just put his arm around her. It would be easier if he could get it out of the way. 

But would she want him too? Would it makes things painfully awkward? Miles cringes at the memory of his first attempt to do something like this. Heck, he’s so nervous he just might accidentally tear out the other half of her hair. And then he'd never _ever_ live it down.

Miles shakes his head. He's overthinking this. He's not fourteen years old, struggling to introduce himself to the pretty new girl in his physics class while unbeknownst to him, newly gained spider powers are beginning to manifest in his system. He's sixteen, that pretty girl is now his best friend and crime fighting partner who’s already told him that she likes him back, and they're just watching tv. It's no big deal. He can do this.

After another few seconds of this internal tug-of-war, Miles finally settles for resting his arm behind her across the back of the couch, leaving the decision up to her. But his pulse is still drumming in his ears until Gwen scoots closer to him, pressing her side into his and leaning her head on his shoulder. 

"This okay?" she asks not taking her eyes off the screen. But he picks up the slightest waver in her voice. 

A wobbly “Y-yeah," is all he can manage over his nerves but he feels Gwen relax into him and he moves his arm to rest snugly around her shoulders.

And then, things are just as they always were. They're there together, savoring the comfort and ease of each other’s company.

____

An episode or two into their marathon, Miles glances over at Gwen.

He can’t help but smile at the drastic improvement in her mood. Her easy going, contented smile, the way her eyes light up and her gap tooth peeks through her lips as she laughs at a joke on screen, and the feeling of her softly snuggled up against him in his hoodie makes him wish they could stay like this forever

Miles doesn’t realize he’s staring until Gwen turns to look back at him, her ocean blue eyes locking on his and an eyebrow slightly arched in questioning. But the corners of her strawberry pink lips are quirked up in a gentle yet knowing smile, and her blonde waves fall lightly framing her face. _God, she’s beautiful._

Before he can chicken himself out of it, Miles reaches over and tucks a lock of hair behind her ear, tentatively cupping her face in his hand, brushing his thumb over her cheek, and leans in halfway to look into her eyes, silently asking to kiss her.

Because he really wants to. But he wants to be sure that she wants him to.

The last thing he’d want is to have read her wrong and end up making her uneasy with something she doesn't feel ready for and ruin her night just as she’d finally begun to feel better. 

But Gwen responds by clasping her hand over Miles’ and closing the distance, gently pressing her lips to his.

At first, there’s a bit of hesitancy, a hint of shyness and uncertainty as they test uncertain waters. But it all quickly melts into something that feels more like home. Something of tenderness, and patience, and love. 

So they take their time, letting things fall into place, enjoying each moment as they grow more and more familiar with each other. And soon, it feels like the two of them. Like sunshine, exhilaration, and trust.

This kiss is gentler but also has a touch more fervency than quick peck Gwen had given him two weeks before. And this time, Miles has time to notice the taste of hot chocolate lingering on her lips laced with a subtle kick of heat left from the chilli powder, the warmth of her hand on the back of his neck pulling him close, and the way the flutter in his chest falls silent like it's making room so that the only thing he's feeling is her lips moving softly against his own.

After a few moments they break apart smiling and rest their foreheads against each other.

"Gwen…" Miles starts, but he's at a loss for words. Nothing he could possibly say would express what's going on in his head. The way he’s wholly and completely enraptured with her, the fullness of his heart, and how unbelievably happy he is to be falling in love with his best friend.

Thankfully, they've grown accustomed to reading each other's minds. Gwen smiles in understanding, touching a hand to his cheek. She feels the same. Then she snuggles back into Miles, her arms loosely wrapped around his torso and her head laying on his shoulder. And he holds her closer with his arm around her shoulders as they continue watching until they drift off to sleep.

And that's how Miles’ parents find them the next morning curled up together, fast asleep on the couch.

"C’mon Rio, we gotta talk to him. He can't just be bringing people into the apartment when we're not home. Especially a girl. Even if it’s Gwen."

"Jeff, mí amor, he's not doing any harm. And he's obviously tired. Let them sleep. We can talk to him when they wake up."

_____

Later that day, as Gwen prepares to leave, they stand on top of a building a couple blocks down from Miles' apartment.

Gwen has on Miles' hoodie as she'd worn it over her suit when they'd gone to grab a post crime-busting snack. And Miles notices that she seems a bit reluctant to part with it.

"You really like that thing don't you?" he asks amusedly.

Gwen pauses from pulling it over her head.

“Um heh, uh yeah it- it’s-“ she stutters the color rising in her cheeks, “you did such a great job with this design, it’s so unique and uh, it’s really soft and warm and um it kinda- it smells nice.”

Miles can’t help the swell of pride he feels at her words and the giddiness of knowing something he'd done had made Gwen so happy. 

“Well then, it’s yours if you want.”

The radiant smile that envelops her face brings that fluttery feeling back tenfold.

"Really? Thanks.” 

“You know, since you’ll miss me so much.”

Gwen rolls her eyes and laughs as she reaches up to hug him goodbye.

“See ya, Spider-Boy.”

“Later, Gwanda.”

As Miles swings home, his heart is full with high hopes and excitement for what the future has in store. He knows, of course, that bad is bound to come with the good. There’ll be bigger monsters and harder battles up ahead both internal and external but as long as they have each other, they’re more than ready.

**Notes for the Chapter:**

> Webflix is supposed to be Miles' dimension's version of Netflix and San Francisco 77 is their Brooklyn 99 if ya didn't catch on. Thank you so much for reading and I hope you enjoyed :)

**Author's Note:**

> Thought ya came here for a face full of fluff didn't cha? Mwahaha. Don't worry, the fluff will be along shortly. Our girl is gonna be ok. Title is from Lighthouse by Hearts & Colors. Again, feedback and constructive criticism woupd be very much appreciated. Thanks!


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